CORPORATIONS LAW A
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
MONTENEGRIN ETHNIC ASSOCIATION OF AUSTRALIA
1) The name of the Company is MONTENEGRIN
ETHNIC ASSOCIATION OF AUSTRALIA (hereinafter called the “Company”).
2) The objectives for which the Company is established are set out
To bring together migrants of Montenegrin origin regardless of their
To maintain Montenegrin multiculturalism, inter-ethnic tolerance,
tradition, language and customs within democratic laws and institutions of
To promote the truth of Montenegrin history, church, cultural
heritage and natural resources.
To network closely with those who respect Montenegrin national
identity and Montenegrin souveregnity.
To assist in the settlement of migrants particularly of Montenegrin
origin in Australia.
To establish co-operation with other ethnic
communities of Australia and fully contribute to the Australian
Solely for the purpose of
carrying out aforesaid objectives and not otherwise:
b) To solicit, collect, receive and take gifts, grants, devises or bequests,
money, funds and real or personal property for the purpose of establishing
and maintaining a public benevolent fund.
c) To hold or arrange competitions and provide or contribute towards the
provision of prizes, awards and distinctions in connection therewith.
PROVIDED that no member of the Company shall receive any prize, award or
distinction of monetary value except as a successful competitor at an
competition held or promoted by the Company.
d) To subscribe to, become a member of and co-operate with or amalgamate
with any other association or organisation, whether incorporated or not,
whose objectives are similar to those of the Company.
PROVIDED that the Company shall not subscribe to or support with its funds
or amalgamate with an association or organisation which does not prohibit
the distribution of its income and property among its members to an extent
at least as great as that imposed on the Company under or by virtue of
Clause 3 of this memorandum, and PROVIDED also that no such distribution is
made to any institution or body not being institutions or bodies referred to
in Section 78 (1)(a) of the Income Tax Assessment Act, 1936 as amended and
the registered Charitable Collections Act, 1934.
e) To buy, sell and deal in all kinds of properties and all kinds of
provisions, liquid and solid, required by the members of the Company or
persons using the Company’s premises.
f) To purchase, take on lease or in exchange, hire and otherwise acquire any
lands, building, easements or property, real and person, and any rights or
privileges which may be requisite for the purposes of, or capable of being
conveniently used in connection with, any of the objects of the Company.
PROVIDED that in case the Company shall take or hold any property which may
be subject to any trusts the Company shall only deal with the same in such
manner as is allowed by law having regard to such trusts.
g) To enter into any arrangements with any Government or authority, supreme,
municipal, local or otherwise in Australia, that may seem conducive to the
Company’s objects or any of them and to obtain from any such Government or
authority any rights, privileges and concessions which the Company may think
it desirable to obtain; and to carry out exercise and comply with any such
arrangements, rights, privileges and concessions.
h) To invest and deal with the money of the Company not immediately required
in such manner as may be permitted by law for the investment of trust funds.
This shall be the responsibility of the Board of Trustees.
i) To take any gift of property whether subject to any special trust or not,
for any one or more of the objects of the Company but subject always to the
provision in paragraph (f) of this clause 2.
j) To take such steps by personal or written appeals public meetings or
otherwise, as may from time to time be deemed expedient for the purpose of
obtaining contributions to the funds of the Company, in the shape of
donations, annual subscriptions or otherwise.
k) To print and publish any newspapers, periodical, books or leaflets, and
research papers that the Company may think desirable for the promotion of
l) To make donations for just or charitable causes.
m) To borrow/mortgage of properties in furtherance of the objects of the
3) The income and property of the Company, whencesoever derived, shall be
applied solely towards the promotion of the objectives of the Company as set
forth in this memorandum of association and no portion thereof shall be paid
or transferred, directly, or indirectly, by way of dividend, bonus or
otherwise, to the members of the Company.
No addition, alteration or amendment shall be made to or in the memorandum
or articles of association for the time being in force, unless the same
shall have been previously submitted to and approved by the Australian
Securities Commission and the Consumer Affairs and any such addition shall
be notified to the Minister administering the Charitable Collections Act
1934 and such addition, alteration or amendment shall not be effective
unless the Minister has signified his approval to such alteration being
made. Any such alteration requires two third majority of the members present
at any meeting.
The liability of the members is limited by guarantee and each member
undertakes to contribute to the company’s property if the Company is wound
up. While, he or she is a member or within one year after he or she ceases
to be a member, for payment of the company’s debts and liabilities
contracted before he or she ceases to be a member and of the costs, changes
and expenses of winding up and for adjustment of the rights of the
contributors among themselves, such amount as may be required not exceeding
6) If upon the winding-up or dissolution of the Company there remains, after
satisfaction of all its debts and liabilities, any property whatsoever, the
same shall not be paid to or distributed among the members of the Company,
but shall be given or transferred to some other institution or institutions
having objects similar to the objects of the Company and being a registered
or exempt charity under the Charitable Collections Act 1934,and whose
memorandum of association or constitution shall prohibit the distribution of
its or their income and property among its or their members to an extent at
least as great as is imposed on the Company under or by virtue of clause 3
hereof, such institution or institutions to be determined by the members of
the Company at or before the time of the dissolution and in default thereof
by application to the Supreme Court for determination PROVIDED that where
the Company has received funds by way of grant from any State or
Commonwealth Authority and at the time of any winding up or dissolution
shall be refunded to such State or Commonwealth Authority.
True accounts shall be kept of the sums of money received and expended by
the Company, and the matter in respect of which such receipt and expenditure
takes place, and of the property, credits and liabilities of the Company
and, subject to any reasonable restrictions as to the time and manner of
inspecting the same that may be imposed in accordance with the article of
association for the time being in force shall be open to the inspection of
the members. Once at least in every year, the accounts of Company shall be
examined by one or more properly qualified Auditor or Auditors who shall
report to the members in accordance with the provisions of the Corporations
Where funds have been received by the Company by way of grant from any State
or Commonwealth Authority for a specific project and it is resolved that
such specific project should be abandoned or ceased then the Company shall
forthwith upon the making of such resolution refund such unexpended grant
moneys in full to such State or Commonwealth Authority unless otherwise
permitted by such State or Commonwealth Authority.
9) Where grant moneys have been received by a Company
from any State or Commonwealth Authority for the purpose of purchasing
capital items and such items are later sold by the Company the proceeds of
such sale shall be refunded to such Commonwealth or State Authority unless
otherwise permitted by such State or Commonwealth Authority.